Common use of Revolving Loans and Borrowings Clause in Contracts

Revolving Loans and Borrowings. (a) Each Revolving Loan (other than a Swingline Loan or a Protective Advance) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and (ii) in exercising such option, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply). (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 2 contracts

Samples: Credit Agreement (Neiman Marcus, Inc.), Credit Agreement (Neiman Marcus, Inc.)

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Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder; provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing; provided that for the borrowing of Revolving Loans on the Closing Date, Borrower may deliver the Notice of Borrowing prior to the borrowing on the Closing Date. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, (A) as provided in Section 2.5(c), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, and (B) to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and (ii) such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in exercising such optionAgent’s good faith credit judgment and discretion, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)reserves are necessary. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 2 contracts

Samples: Credit and Security Agreement (Accuray Inc), Credit and Security Agreement (Accuray Inc)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Administrative Agent a Notice of Borrowing with respect to each proposed Revolving Loan Borrowing, such Notice of Borrowing to be delivered no later than 1:00 P.M. (Eastern Time) two (2) Business Days prior to the date of such proposed borrowing (or, if Borrowers are requesting LIBOR Loans, not later than the LIBOR Deadline). Each Borrower and each Revolving Lender hereby authorizes Administrative Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, (A) as provided in Section 2.5(c), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, and (B) to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Administrative Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Administrative Agent in accordance with their respective Commitments this Agreement and such other information as may be available to Administrative Agent. Without limiting any other rights and remedies of Administrative Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Administrative Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Administrative Agent’s good faith credit judgment and discretion, such reserves are necessary. Administrative Agent further shall adjust the Borrowing Base to limit the portion thereof relating to the Orderly Value of Eligible Inventory to not more than forty percent (40%) of the applicable ClassBorrowing Base at all times. Any Protective Advance and any Swingline Loan shall be made in accordance with Notwithstanding anything to the procedures contrary set forth in Sections 2.04 and 2.05this Section 2.1(b), respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or if Borrowers request a LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance the Notice of Borrowing, Borrowers also shall have satisfied the conditions set forth in Section 2.1(b)(iv) with the terms of this Agreement and (ii) in exercising such option, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs respect to the Borrowers resulting therefrom (which obligation funding of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)LIBOR Loans. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 2 contracts

Samples: Credit and Security Agreement (BioHorizons, Inc.), Credit and Security Agreement (BioHorizons, Inc.)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days (or such shorter time as Agent may reasonably agree) prior to the date of such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments this Agreement and such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Agent’s good faith credit judgment and discretion, such reserves are necessary. Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the applicable Class. Any Protective Advance and any Swingline Loan Revolving Loans under the Original Credit Agreement is $3,422,089.46, which amount shall be made deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Revolving Loans hereunder in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewithlike amount without constituting a novation. Each Swingline Loan Borrower hereby (x) represents, warrants, agrees, covenants and each Protective Advance shall be an ABR Loan. Each Revolving Lender at reaffirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate Obligations in respect of such Revolving Lender to make such Revolving Loan; provided that Loans and (iy) any exercise of such option shall not affect the reaffirms its obligation of the Borrowers to repay such Revolving Loan Loans in accordance with the terms and provisions of this Agreement and (ii) in exercising such option, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)other Financing Documents. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 2 contracts

Samples: Credit and Security Agreement (Aziyo Biologics, Inc.), Credit and Security Agreement (Aziyo Biologics, Inc.)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing; provided that for the borrowing of Revolving Loans on the Closing Date, Borrower may delivery the Notice of Borrowing prior to such borrowing on the Closing Date. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and (ii) such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in exercising such optionAgent’s Permitted Discretion, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)reserves are necessary. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit, Security and Guaranty Agreement (Wright Medical Group N.V.)

Revolving Loans and Borrowings. (a) Each Revolving Loan (other than a Swingline Loan or a Protective Advance) shall be made as part On the terms and subject to the conditions set forth herein, including, without limitation, the establishment of a Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Lockbox in accordance with their respective Commitments Section 2.11, each Lender severally agrees to make Loans to Borrowers from time to time as set forth herein (each a “Revolving Loan”, and collectively, “Revolving Loans”) equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Administrative Agent a Notice of Borrowing with respect to each proposed Revolving Loan Borrowing, such Notice of Borrowing to be delivered no later than noon (Chicago time) two (2) Business Days prior to such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Administrative Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, (A) as provided in Section 2.5(c), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, and (B) to pay principal owing in respect of the applicable ClassLoans and interest, fees, expenses and other charges of any Credit Party from time to time arising under this Agreement or any other Financing Document. Any Protective Advance and any Swingline Loan The Borrowing Base shall be made determined by Administrative Agent based on the most recent Borrowing Base Certificate delivered to Administrative Agent in accordance with this Agreement and such other information as may be available to Administrative Agent. Without limiting any other rights and remedies of Administrative Agent hereunder or under the procedures set forth in Sections 2.04 and 2.05other Financing Documents, respectively. (b) Subject to Section 2.14, each the Revolving Borrowing Loans shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender subject to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers Administrative Agent’s continuing right, subject to repay such Revolving Loan in accordance with the terms of this Agreement Agreement, to withhold from the Borrowing Base reserves, and (ii) to increase and decrease such reserves from time to time, if and to the extent that in exercising such optionAdministrative Agent’s good faith credit judgment and discretion, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)reserves are necessary. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit and Security Agreement (NxStage Medical, Inc.)

Revolving Loans and Borrowings. MidCap / ATEC / Credit, Security and Guaranty Agreement . On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Xxxxxx’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its Permitted Discretion, to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent in its Permitted Discretion based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and (ii) such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold Reserves from the Borrowing Base, and to increase and decrease such Reserves from time to time, if and to the extent that in exercising such optionAgent’s Permitted Discretion, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)Reserves are necessary. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit, Security and Guaranty Agreement (Alphatec Holdings, Inc.)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Xxxxxx’s Revolving Loan (other than a Swingline Loan or a Protective Advance) shall be made as part Commitment Percentage of a Borrowing consisting of Revolving Loans of the same Class and Type made requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Lenders ratably in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option Outstandings shall not affect exceed the obligation of the Borrowers to repay such Revolving Loan in accordance Limit. Borrowers shall deliver to Agent a Notice of Borrowing with the terms of this Agreement and (ii) in exercising such option, such respect to each proposed Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply). (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Loan Borrowing, such Revolving Notice of Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less to be delivered no later than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal 1:00 P.M. (New York Time) two (2) Business Days prior to the entire unused balance date of such proposed borrowing. Subject to the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision provisions of this Agreement, upon entry of the Interim Order, each Revolving Lender severally agrees to make Revolving Loans available to Borrowers in amounts sufficient to (A) establish the Carve-Out Reserve in an initial amount equal to $2,500,000 and (B) make the Prepetition Repayment Advance (which advance may be effected, in whole or in part, by a book entry only made by Agent). Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, to pay principal owing in respect of the Loans and interest, fees, expenses and other charges then due and owing by any Credit Party from time to time arising under this Agreement or any other Financing Document. The Borrowing Base shall not be entitled determined by Agent based on the most recent Borrowing Base Certificate delivered to requestAgent in accordance with this Agreement and such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents or the DIP Orders, or the Revolving Loans shall be subject to elect Agent’s continuing right to convert or continuewithhold from the Borrowing Base reserves, any Revolving Borrowing and to increase and decrease such reserves from time to time, if and to the Interest Period requested extent that in Agent’s good faith, commercially reasonable credit judgment and discretion, such reserves are necessary. Notwithstanding anything to the contrary in this Agreement, with respect thereto would end after to the Maturity DateCarve- Out and Carve-Out Reserve, the maintenance, priority, terms of and funding of such Carve-Out and Carve-Out Reserve shall be set forth in the DIP Orders.

Appears in 1 contract

Samples: Dip Credit Agreement

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lxxxxx’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder; provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments this Agreement and such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Agent’s good faith credit judgment and discretion, such reserves are necessary. Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the applicable Class. Any Protective Advance and any Swingline Loan Revolving Loans under the Existing Credit Agreement is $6,047,420.52, which amount shall be made deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Revolving Loans hereunder in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewithlike amount without constituting a novation. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at Borrower hereby reaffirms its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan Loans in accordance with the terms and provisions of this Agreement and (ii) in exercising such option, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)other Financing Documents. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit, Security and Guaranty Agreement (Revolving Loan) (Xtant Medical Holdings, Inc.)

Revolving Loans and Borrowings. (a) Each Revolving Loan (other than a Swingline Loan or a Protective Advance) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrower from time to time as set forth herein equal to such Lender’s Revolving Loan Commitment Percentage of such option revolving loans (“Revolving Loans”) requested by Borrower hereunder, provided that after giving effect thereto, the Revolving Loan Outstandings shall not affect exceed the obligation of the Borrowers to repay such Revolving Loan in accordance with Limit. Within the terms of this Agreement and (ii) in exercising such optionforegoing limits, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided Borrower may borrow under this AgreementSection 2.2(a)(i), the provisions of may prepay or repay Revolving Loans from time to time and may reborrow Revolving Loans pursuant to this Section 2.15 shall apply2.2(a)(i). (cii) At Administrative Agent, the commencement Lenders and the Credit Parties acknowledge that as of each Interest Period the Closing Date, there are no Revolving Loan Commitments in effect and hence no ability for any LIBOR Rate Borrower to request Revolving BorrowingLoans under this Section 2.2 or Letters of Credit under Section 2.5. It is anticipated that after the Closing Date, such Revolving Borrowing shall comprise an aggregate principal amount Loan Commitments will be pursued as part of the post-closing syndication effort. As a result, the parties have agreed to include this Section 2.2, Section 2.5 and all other provisions of this Agreement that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal relate to the entire unused balance Revolving Loan Commitments and Letter of Credit subfacility notwithstanding the fact that Borrower will not be able to access any Loans or Letters of Credit hereunder until a Revolving Loan Commitment is obtained. The parties agree that all such provisions that relate to the Revolving Loan Commitments and the Letter of Credit subfacility will become effective when a Lender commits to a Revolving Loan Commitment and the Commitment Annex is amended accordingly. Any amendment of the total Commitment Annex to add Revolving Loan Commitments or that is required of up to finance $5,000,000 in the reimbursement aggregate will be effective if executed by Administrative Agent and the Credit Parties and will not require the approval of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstandingLenders. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Pernix Therapeutics Holdings, Inc.)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Revolving Loan Borrowing, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, (A) as provided in Section 2.5(c), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, and (B) to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges then due and payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and such other information as may be available to Agent; provided that, without limiting the other rights of Agent set forth herein, Agent shall adjust the Borrowing Base from time to time to ensure that the percentage of the Borrowing Base attributable to Eligible Inventory does not exceed forty percent (ii) 40%). Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in exercising such optionAgent’s Permitted Discretion, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)reserves are necessary. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit Agreement (Pernix Therapeutics Holdings, Inc.)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing (other than for a Swingline Loan borrowing made on the Closing Date). Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its Permitted Discretion, to pay principal owing in respect of the Loans and interest, fees, expenses and other charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments this Agreement and such other information as may be available to Agent, in each case in its reasonable discretion. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Agent’s Permitted Discretion, such reserves are necessary. Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the applicable Class. Any Protective Advance and any Swingline Loan Revolving Loans under the Original Credit Agreement is $0.00, which amount shall be made deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Revolving Loans hereunder in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewithlike amount without constituting a novation. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at Borrower hereby reaffirms its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan Loans in accordance with the terms and provisions of this Agreement and (ii) in exercising such option, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)other Financing Documents. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit and Security Agreement (Sight Sciences, Inc.)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder; provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments this Agreement and such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Agent’s reasonable good faith credit judgment and discretion, such reserves are necessary. Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the applicable Class. Any Protective Advance and any Swingline Loan Revolving Loans under the Existing Credit Agreement is $0.00, which amount shall be made deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Revolving Loans hereunder in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewithlike amount without constituting a novation. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at Borrower hereby reaffirms its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan Loans in accordance with the terms and provisions of this Agreement and (ii) in exercising such option, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)other Financing Documents. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit and Security Agreement (Alpha Teknova, Inc.)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Administrative Agent a Notice of Borrowing with respect to each proposed Revolving Loan Borrowing, such Notice of Borrowing to be delivered no later than 1:00 P.M. (Eastern Time) two (2) Business Days prior to the date of such proposed borrowing (or, if Borrowers are requesting LIBOR Loans, not later than the LIBOR Deadline). Each Borrower and each Revolving Lender hereby authorizes Administrative Agent to make Revolving Loans on behalf of Revolving Lenders, at any Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. time in its sole discretion, (A) as provided in Section 2.5(c), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, and (B) to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Administrative Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Administrative Agent in accordance with their respective Commitments this Agreement and such other information as may be available to Administrative Agent. Without limiting any other rights and remedies of Administrative Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Administrative Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Administrative Agent’s good faith credit judgment and discretion, such reserves are necessary. Administrative Agent further shall adjust the Borrowing Base to limit the portion thereof relating to the Orderly Value of Eligible Inventory to not more than forty percent (40%) of the applicable ClassBorrowing Base at all times. Any Protective Advance and any Swingline Loan shall be made in accordance with Notwithstanding anything to the procedures contrary set forth in Sections 2.04 and 2.05this Section 2.1(b), respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or if Borrowers request a LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance the Notice of Borrowing, Borrowers also shall have satisfied the conditions set forth in Section 2.1(b)(iv) with the terms of this Agreement and (ii) in exercising such option, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs respect to the Borrowers resulting therefrom (which obligation funding of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)LIBOR Loans. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit and Security Agreement (BioHorizons, Inc.)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments this Agreement and such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Agent’s good faith credit judgment and discretion, such reserves are necessary. Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the applicable Class. Any Protective Advance and any Swingline Loan Revolving Loans under the Existing Credit Agreement is $4,252,783.00, which amount shall be made deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Revolving Loans hereunder in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewithlike amount without constituting a novation. Each Swingline Loan Borrower hereby (x) represents, warrants, agrees, covenants and each Protective Advance shall be an ABR Loan. Each Revolving Lender at reaffirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate Obligations in respect of such Revolving Lender to make such Revolving Loan; provided that Loans and (iy) any exercise of such option shall not affect the reaffirms its obligation of the Borrowers to repay such Revolving Loan Loans in accordance with the terms and provisions of this Agreement and (ii) in exercising such option, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)other Financing Documents. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit and Security Agreement (Sientra, Inc.)

Revolving Loans and Borrowings. (a) Each Revolving Loan (other than a Swingline Loan or a Protective Advance) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrowers from time to time as set forth herein (each a “Revolving Loan”, and collectively, “Revolving Loans”) equal to such Lender’s Revolving Loan Commitment Percentage of such option Revolving Loans requested by Borrower Representative hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not affect exceed the obligation of the Borrowers to repay such Revolving Loan in accordance with Limit. Within the terms of this Agreement and (ii) in exercising such optionforegoing limits, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided may borrow under this AgreementSection 2.2(a)(i), the provisions of may prepay or repay Revolving Loans from time to time and may reborrow Revolving Loans pursuant to this Section 2.15 shall apply2.2(a)(i). (cii) At the commencement Borrower’s Representative shall deliver to Administrative Agent a Notice of Borrowing with respect to each Interest Period for any LIBOR Rate proposed Revolving BorrowingLoan Borrowing (other than Revolving Loans made pursuant to clause (iii) or clause (iv) below), such Revolving Notice of Borrowing to be delivered no later than noon (Chicago time) two (2) Business Days prior to such proposed borrowing. Once given, a Notice of Borrowing shall comprise an aggregate principal amount that is an integral multiple be irrevocable and Borrowers shall be bound thereby. Borrower Representative shall also deliver to Administrative Agent in connection with each such proposed Revolving Loan Borrowing a Borrowing Base Certificate dated as of $1,000,000 the Notice of Borrowing prepared with figures and not less than $5,000,000. Each ABR Revolving information as of the close of business on the Business Day immediately preceding the date of such Borrowing when made Base Certificate (which shall be in addition to any Borrowing Base Certificate required under Section 4.1(c)). (iii) Each Borrower hereby authorizes Lenders and Administrative Agent to make Revolving Loans based on telephonic notices made by any Person which Administrative Agent, in good faith, believes to be acting on behalf of Borrower Representative. Borrower Representative agrees to deliver to Administrative Agent a minimum principal amount Notice of $1,000,000; provided that an ABR Borrowing in respect of each Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated Loan requested by Section 2.06(e). Revolving Borrowings of more telephone no later than one Type (1) Business Day following such request. If the Notice of Borrowing differs in any respect from the action taken by Administrative Agent and Class may Lenders, the records of Administrative Agent and the Lenders shall govern absent manifest error. Each Borrower further hereby authorizes Lenders and Administrative Agent to make Revolving Loans based on electronic notices made by any Person which Administrative Agent, in good faith, believes to be outstanding at the same time; provided that there acting on behalf of Borrower Representative, but only after Administrative Agent shall not have established procedures acceptable to Administrative Agent for accepting electronic Notices of Borrowing, as indicated by Administrative Agent’s written confirmation thereof. (iv) Each Borrower and each Revolving Lender hereby authorizes Administrative Agent to make Revolving Loans on behalf of Revolving Lenders, at any time be more than a total in its sole discretion, (A) as provided in Section 2.5(c), with respect to obligations arising under Support Agreements and/or Lender Letters of ten different Interest Periods Credit, and (B) to pay principal owing in respect of the Loans and interest, fees, expenses and other charges of any Credit Party from time to time arising under this Agreement or any other Financing Document, so long as, in each case after giving effect for LIBOR Rate to any such Revolving Borrowings Loans, the Revolving Loan Outstandings do not exceed the Revolving Loan Commitment; provided, however, that (x) Administrative Agent shall have no obligation at any time outstandingto make any Revolving Loan pursuant to the provisions of the preceding sub-clause (B), and (y) Administrative Agent shall have no right to make Revolving Loans (I) as provided in Section 2.5(c) for the account of any Revolving Lender that was a Non-Funding Revolving Lender at the time Administrative Agent executed a Support Agreement, or at the time of issuance of any Lender Letter of Credit, for which, in either case, reimbursement obligations have arisen pursuant to Section 2.5(c), and (II) for the account of any then existing Non-Funding Revolving Lender to pay interest, fees, expenses and other charges of any Credit Party (other than reimbursement obligations that have arisen pursuant to Section 2.5(c) in respect of Support Agreements executed or Lender Letters of Credit issued at the time any such Non-Funding Revolving Lender was not then a Non-Funding Revolving Lender). Administrative Agent may make Revolving Loans under this clause (iv) at any time regardless of whether any Default or Event of Default has occurred and is continuing at such time or whether any other condition precedent specified in Section 7.2 for the making of Loans shall be unsatisfied at such time. (dv) Notwithstanding The Borrowing Base shall be determined by Administrative Agent based on the most recent Borrowing Base Certificate delivered to Administrative Agent in accordance with this Agreement and such other information as may be available to Administrative Agent. Without limiting any other provision rights and remedies of this AgreementAdministrative Agent hereunder or under the other Financing Documents, the Borrower Agent Revolving Loans shall not be entitled subject to requestAdministrative Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Administrative Agent’s good faith credit judgment and discretion consistent with Administrative Agent’s then current underwriting standards, practices and procedures for its loans to borrowers in the healthcare industry, such reserves are necessary, including to protect the Collateral or to elect protect against possible non-payment of Accounts for any reason by Account Debtors or possible diminution of the value of any Collateral or possible non-payment of any of the Obligations or for any taxes or customs duties or in respect of any state of facts which may constitute a Default or Event of Default. Administrative Agent may, at its option, implement reserves by designating as ineligible a sufficient amount of Accounts that would otherwise be Eligible Accounts, so as to convert or continuereduce the Borrowing Base by the amount of the intended reserves. If Inventory forms any part of the Borrowing Base, any Revolving then Administrative Agent may also, at its option, implement reserves by designating as ineligible a sufficient amount of Inventory which would otherwise be Eligible Inventory, so as to reduce the Borrowing if Base by the Interest Period requested amount of the intended reserves. (vi) Administrative Agent, in its discretion, may further adjust the Borrowing Base by applying percentages (known as “liquidity factors”) to Eligible Accounts by payor class based upon the applicable Borrower’s actual recent collection history for each such payor class in a manner consistent with respect thereto would end after Administrative Agent’s underwriting practices and procedures. Such liquidity factors may be adjusted by Administrative Agent from time to time as warranted by Administrative Agent’s underwriting practices and procedures and using Administrative Agent’s good faith credit judgment consistent with Administrative Agent’s then current underwriting standards, practices and procedures for its loans to borrowers in the Maturity Datehealthcare industry. (vii) Administrative Agent may from time to time change the form of Notice of Borrowing and Borrowing Base Certificate and shall at all times have the right to request a Notice of Borrowing signed by each entity constituting the Borrowers.

Appears in 1 contract

Samples: Credit Agreement (Cyberonics Inc)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrower hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Revolving Loan Borrowing, such Notice of Borrowing to be delivered no later than noon (Chicago time) two (2) Business Days prior to such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, (A) as provided in Section 2.4(c), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, and (B) to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges of any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and (ii) such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in exercising such optionAgent’s good faith credit judgment and discretion, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)reserves are necessary. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit and Security Agreement (BioTrove, Inc.)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing; provided, that for any proposed borrowing on the Closing Date, such Notice of Borrowing will be delivered to Agent no later than 9:00 A.M. (Eastern time) on the day of such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and (ii) such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in exercising such optionAgent’s good faith credit judgment and discretion, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)reserves are necessary. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit, Security and Guaranty Agreement (Oxford Immunotec Global PLC)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Xxxxxx’s Revolving Loan (other than Commitment Percentage of Revolving Loans requested by Borrowers hereunder; provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Swingline Loan or a Protective Advance) shall be made as part Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing consisting to be delivered before 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing (provided, that the Notice of Borrowing with respect to Loans of made on the same Class Closing Date may be delivered on the Business Day prior to the Closing Date). Each Borrower and Type made by the Revolving Lenders ratably in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Lender hereby authorizes Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise Loans on behalf of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and (ii) in exercising such optionLenders, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply). (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total in its sole discretion, to pay principal owing in respect of ten different Interest Periods the Revolving Loans and interest, fees, expenses and other charges payable by any Credit Party in effect for LIBOR Rate respect of the Revolving Borrowings at any Loans from time outstanding. (d) Notwithstanding to time arising under this Agreement or any other provision of this Agreement, the Borrower Financing Document (it being understood that Agent shall not be entitled to requestmake discretionary Revolving Loans to pay any amounts due and owing under or in respect of the Term Loans). The Borrowing Base shall be determined by Agent based on the most recent Borrowing Base Certificate delivered to Agent in accordance with this Agreement (absent manifest error) and such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, or the Revolving Loans shall be subject to elect Agent’s continuing right to convert or continuewithhold from the Borrowing Base reserves, any Revolving Borrowing and to increase and decrease such reserves from time to time, if and to the Interest Period requested with respect thereto would end after extent that in Agent’s Permitted Discretion, such reserves are necessary (and absent the Maturity Dateoccurrence and continuance of an Event of Default, upon not less than three (3) Business Days’ prior written notice of such reserve to Borrower Representative).

Appears in 1 contract

Samples: Credit, Security and Guaranty Agreement (Aspen Aerogels Inc)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Xxxxxx’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) [***] Business Days prior to the date of such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments this Agreement and such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Agent’s good faith credit judgment and discretion, such reserves are necessary. Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the applicable Class. Any Protective Advance and any Swingline Loan Revolving Loans under the Existing Credit Agreement is [***], which amount shall be made deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Revolving Loans hereunder in accordance with the procedures set forth in Sections 2.04 like amount without constituting a novation. MidCap / Cerus / A&R Credit, Security and 2.05, respectively. Guaranty Agreement (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the Each Borrower hereby reaffirms its obligation of the Borrowers to repay such Revolving Loan Loans in accordance with the terms and provisions of this Agreement and (ii) in exercising such option, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)other Financing Documents. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit, Security and Guaranty Agreement (Revolving Loan) (Cerus Corp)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Administrative Agent a “roll-forward”, in form and substance reasonably satisfactory to Administrative Agent, of the most recent Borrowing Base Certificate and a Notice of Borrowing with respect to each proposed Revolving Loan Borrowing, such “roll-forward” and Notice of Borrowing to be delivered no later than noon (Chicago time) one (1) Business Day prior to such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Administrative Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, (A) as provided in Section 2.5(c), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, and (B) to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges of any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Administrative Agent based on the most recent Borrowing consisting of Loans of the same Class Base Certificate and Type made by the Revolving Lenders ratably “roll-forward” delivered to Administrative Agent in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and (ii) such other information as may be available to Administrative Agent. Without limiting any other rights and remedies of Administrative Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Administrative Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in exercising such optionAdministrative Agent’s good faith credit judgment and discretion, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)reserves are necessary. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit and Security Agreement (Seracare Life Sciences Inc)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Xxxxxx’s Revolving Loan (other than Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Swingline Loan or a Protective Advance) shall be made as part Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing consisting to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of Loans of the same Class such proposed borrowing. Each Borrower and Type made by the Revolving Lenders ratably in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Lender hereby authorizes Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise Loans on behalf of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and (ii) in exercising such optionLenders, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply). (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total in its sole discretion, to pay principal owing in respect of ten different Interest Periods the Revolving Loans and interest, fees, expenses and other charges payable by any Credit Party in effect for LIBOR Rate respect of the Revolving Borrowings at any Loans from time outstanding. (d) Notwithstanding to time arising under this Agreement or any other provision of this Agreement, the Borrower Financing Document (it being understood that Agent shall not be entitled to requestmake discretionary Revolving Loans to pay any amounts due and owing under or in respect of the Term Loans). The Borrowing Base shall be determined by Agent based on the most recent Borrowing Base Certificate delivered to Agent in accordance with this Agreement and such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Agent’s Permitted Discretion, such reserves are necessary. Agent shall provide at least three (3) Business Days’ prior notice to Borrower Representative of the implementation of a new reserve or to elect to convert the increase of a reserve if such implementation or continueincrease of such reserve would result in the Revolving Loan Outstandings exceeding the Revolving Loan Limit; provided, any Revolving Borrowing if however, that no such prior notice shall be required for the Interest Period requested with respect thereto would end after implementation of a reserve or increase of a reserve during the Maturity Datecontinuance of an Event of Default not caused by such reserve.

Appears in 1 contract

Samples: Credit, Security and Guaranty Agreement (ViewRay, Inc.)

Revolving Loans and Borrowings. (aA) Each On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (each a “Revolving Loan”, and collectively, “Revolving Loans”) equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments this Agreement and such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the applicable Class. Any Protective Advance and any Swingline Loan other Financing Documents, the Revolving Loans shall be made subject to Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in accordance with the procedures set forth in Sections 2.04 Agent’s good faith credit judgment and 2.05discretion, respectivelysuch reserves are necessary. (bB) Subject Without limiting the foregoing, (x) until the date on which Agent has completed (or received from a third party acceptable to Section 2.14Agent) a reasonably satisfactory field exam and collateral audits and appraisals with respect to Borrowing Base Collateral (the “Initial Collateral Audit”), each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and (ii) in exercising such option, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply). (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to requestborrow, or have outstanding, Revolving Loans in excess of an amount equal to elect to convert or continue20% of the Revolving Loan Limit as of any applicable date of determination, any Revolving Borrowing and (y) if the Interest Period requested with respect thereto would end Initial Collateral Audit is not completed by the date that is six (6) months after the Maturity Closing Date, the Borrower shall repay the outstanding Revolving Loans in full and shall not be entitled to make any borrowing in respect of the Revolving Loans until the Initial Collateral Audit is complete.

Appears in 1 contract

Samples: Credit and Security Agreement (Treace Medical Concepts, Inc.)

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Revolving Loans and Borrowings. (a) Each Revolving Loan (other than a Swingline Loan or a Protective Advance) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrowers from time to time as set forth herein (each a “Revolving Loan”, and collectively, “Revolving Loans”) equal to such Lender’s Revolving Loan Commitment Percentage of such option Revolving Loans requested by Borrower Representative hereunder, provided that after giving effect thereto, the Revolving Loan Outstandings shall not affect exceed the obligation of the Borrowers to repay such Revolving Loan in accordance with Limit. Within the terms of this Agreement and (ii) in exercising such optionforegoing limits, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided may borrow under this AgreementSection 2.2(a)(i), the provisions of may prepay or repay Revolving Loans from time to time and may reborrow Revolving Loans pursuant to this Section 2.15 shall apply2.2(a)(i). (cii) At Borrower Representative shall deliver to Administrative Agent a Notice of Borrowing with respect to each proposed Revolving Loan Borrowing (other than Revolving Loans made pursuant to clause (iii) below), such Notice of Borrowing to be delivered no later than noon (Chicago time) two (2) Business Days prior to such proposed borrowing. Once given, a Notice of Borrowing shall be irrevocable and Borrowers shall be bound thereby. Borrower Representative shall also deliver to Administrative Agent in connection with each such proposed Revolving Loan Borrowing a Borrowing Base Certificate dated as of the commencement Notice of Borrowing prepared with figures and information as of the close of business on the Business Day immediately preceding the date of such Borrowing Base Certificate. (iii) Each Borrower hereby authorizes Lenders and Administrative Agent to make Revolving Loans based on telephonic notices made by any Person which Administrative Agent, in good faith, believes to be acting on behalf of Borrower Representative. Borrower Representative agrees to deliver to Administrative Agent a Notice of Borrowing in respect of each Interest Period Revolving Loan requested by telephone no later than one Business Day following such request. If the Notice of Borrowing differs in any respect from the action taken by Administrative Agent and Lenders, the records of Administrative Agent and the Lenders shall govern absent manifest error. Each Borrower further hereby authorizes Lenders and Administrative Agent to make Revolving Loans based on electronic notices made by any Person which Administrative Agent, in good faith, believes to be acting on behalf of Borrower Representative, but only after Administrative Agent shall have established procedures acceptable to Administrative Agent for any LIBOR Rate Revolving accepting electronic Notices of Borrowing, such as indicated by Administrative Agent’s written confirmation thereof. (iv) Each Borrower and each Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple Lender hereby authorizes Administrative Agent to make Revolving Loans on behalf of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not Lenders, at any time be more than a total in its sole discretion, (x) as provided in Section 2.5(c), with respect to obligations arising under Support Agreements and/or Lender Letters of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings Credit, and (y) and interest, fees, expenses and other charges of any Borrower or Guarantor from time to time arising under this Agreement or any other Financing Document, provided, that (1) Administrative Agent shall have no obligation at any time outstandingto make any Revolving Loan pursuant to the provisions of the preceding sub-clause (y) and (2) Administrative Agent shall have no right to make Revolving Loans (A) as provided in Section 2.5(c) for the account of any Revolving Lender that was a Non-Funding Revolving Lender at the time Administrative Agent executed a Support Agreement, or at the time of issuance of any Lender Letter of Credit, for which, in either case, reimbursement obligations have arisen pursuant to Section 2.5(c) and (B) for the account of any then existing Non-Funding Revolving Lender to pay interest, fees, expenses and other charges of any Borrower or Guarantor (other than reimbursement obligations that have arisen pursuant to Section 2.5(c) in respect of Support Agreements executed or Lender Letters of Credit issued at the time any such Non-Funding Revolving Lender was not then a Non-Funding Revolving Lender). (dv) Notwithstanding The Borrowing Base shall be determined by Administrative Agent based on the most recent Borrowing Base Certificate delivered to Administrative Agent in accordance with this Agreement and such other information as may be available to Administrative Agent. Without limiting any other provision rights and remedies of this AgreementAdministrative Agent hereunder or under the other Financing Documents, the Borrower Revolving Loans shall be subject to Administrative Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Administrative Agent’s good faith credit judgment and discretion, consistent with Administrative Agent’s then current underwriting standards, practices and procedures for its loans to borrowers in the healthcare industry, such reserves are necessary, including to protect the Collateral or to protect against possible non-payment of Accounts for any reason by Account Debtors or possible diminution of the value of any Collateral or possible non-payment of any of the Obligations or for any taxes or customs duties or in respect of any state of facts which may constitute a Default or Event of Default. Administrative Agent may, at its option, implement reserves by designating as ineligible a sufficient amount of Accounts which would otherwise be Eligible Accounts, so as to reduce the Borrowing Base by the amount of the intended reserves. (vi) Administrative Agent, in its discretion, may further adjust the Borrowing Base by applying percentages (known as “liquidity factors”) to Eligible Accounts by payor class based upon the applicable Borrower’s actual recent collection history for each such payor class and such liquidity factors may be adjusted by Administrative Agent from time to time as Administrative Agent determines are warranted, in each such case as Administrative Agent shall determine are appropriate in the exercise of its good faith credit judgment and discretion, consistent with Administrative Agent’s then current underwriting standards, practices and procedures for its loans to borrowers in the healthcare industry. (vii) Administrative Agent shall at all times have the right to request that any Notice of Borrowing delivered by Borrowers be signed by each entity constituting the Borrowers rather than by Borrower Representative only. Borrower Representative shall deliver a Borrowing Base Certificate to Administrative Agent no less often than every thirty (30) days even if Borrower Representative chooses not be entitled to request, or to elect to convert or continue, any Revolving deliver a Notice of Borrowing if the Interest Period requested with respect thereto would end after the Maturity Dateduring such thirty-day (30) period.

Appears in 1 contract

Samples: Credit and Security Agreement (Dynacq Healthcare Inc)

Revolving Loans and Borrowings. (ai) Each On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrower from time to time as set forth herein (each a “Revolving Loan”, and collectively, “Revolving Loans”) equal to such Lender’s Revolving Loan (other than a Swingline Loan or a Protective Advance) shall be made as part Commitment Percentage of a Borrowing consisting of Revolving Loans of the same Class and Type made requested by Borrower hereunder, provided that after giving effect thereto, the Revolving Lenders ratably Loan Outstandings shall not exceed the Revolving Loan Limit. Within the foregoing limits, Borrower may borrow under this Section 2.2(a)(i), may prepay or repay Revolving Loans from time to time and may reborrow Revolving Loans pursuant to this Section 2.2(a)(i). (ii) On the terms and subject to the conditions set forth herein, WCMA Lender agrees to make WCMA Loans from time to time as set forth herein in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made such amounts as Borrower may from time to time request in accordance with the procedures set forth terms hereof, up to an aggregate outstanding amount not to exceed the WCMA Loan Limit. Within the foregoing limits, Borrower may borrow under this Section 2.2(a)(ii), may prepay or repay WCMA Loans from time to time and may reborrow WCMA Loans pursuant to this Section 2.2(a)(ii), the WCMA Agreement and WCMA Program. Borrower may request WCMA Loans by use of WCMA Checks, FTS, Visa® charges, wire transfers, or such other means of access to the WCMA Line of Credit as may be permitted by WCMA Lender from time to time; it being understood that so long as the WCMA Line of Credit shall be in Sections 2.04 and 2.05effect, respectivelyany charge or debit to the WCMA Account which but for the WCMA Line of Credit would under the terms of the WCMA Agreement result in an overdraft, shall be deemed a request by Borrower for a WCMA Loan. (biii) Subject If Borrower requests that Revolving Lenders make, or permit to Section 2.14remain outstanding, each Revolving Borrowing shall be comprised entirely Loans in an aggregate principal amount in excess of ABR Loans or LIBOR Rate Loans as the Borrower then existing Revolving Loan Limit, Administrative Agent may request in accordance herewith. Each Swingline its discretion (unless otherwise determined by Required Revolving Lenders) elect to cause all Revolving Lenders to make, or permit to remain outstanding, such excess Revolving Loans (such excess Revolving Loans being referred to as “Overadvance Revolving Loans”), provided, however, that Revolving Lenders shall not make, or permit to remain outstanding, (a) Revolving Loans in excess of the Revolving Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender Commitment less the sum at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate such time of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise the Swingline Loan Outstandings, (ii) the WCMA Loan Outstandings and (ii) the Letter of Credit Liabilities or (b) Overadvance Revolving Loans in excess of 10% of the Revolving Loan Commitment. If Overadvance Revolving Loans are made, or permitted to remain outstanding, pursuant to the preceding sentence, then (a) clauses (i) and (ii) of the definition of Revolving Loan Limit and clauses (ii) and (iii) of the definition of Swingline Loan Limit, respectively, shall each be deemed increased by the amount of such option permitted Overadvance Revolving Loans, but only for so long as such Overadvance Revolving Loans are outstanding and (b) all Revolving Lenders shall not affect the obligation be bound to make, or permit to remain outstanding such Overadvance Revolving Loans based upon their Pro Rata Shares of the Borrowers to repay such Revolving Loan Commitment in accordance with the terms of this Agreement and (ii) in exercising such option, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply). (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit Agreement (Collegiate Pacific Inc)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing (provided that the Notice of Borrowing for a borrowing on the Closing Date may be delivered on the Closing Date). Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and (ii) such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold Reserves from the Borrowing Base, and to increase and decrease such Reserves from time to time, if and to the extent that in exercising such optionAgent’s Permitted Discretion, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)Reserves are necessary. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit and Security Agreement (Revolving Loan) (Paragon 28, Inc.)

Revolving Loans and Borrowings. (aA) Each Pursuant to the Original Credit Agreement, certain Existing Lenders thereunder extended Revolving Loan Commitments (other than a Swingline Loan or a Protective Advanceas defined in the Original Credit Agreement) shall be made as part of a Borrowing consisting of Loans of (the same Class and Type made by the “Existing Revolving Lenders ratably in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR LoanCommitments”). Each Revolving Lender at that is an Existing Lender agrees to exchange its option may make any LIBOR Rate Existing Revolving Commitments for Revolving Loan by causing any domestic or foreign branch or Affiliate Commitments hereunder in the amounts set forth opposite such Xxxxxx’s name on Annex A on a ratable basis based on the portion of such Existing Xxxxxx’s Existing Revolving Commitments on the Restatement Date that it exchanges for Revolving Loan Commitments hereunder on the Restatement Date. Notwithstanding anything to the contrary contained herein or in the Original Credit Agreement, all Revolving Loans (as defined under the Original Credit Agreement) (the “Existing Revolving Loans”) shall be prepaid in full in cash on the Restatement Date with the proceeds of the Term Loan A and no Revolving Loans shall be outstanding on the Restatement Date after giving effect to the Restatement. On and as of the Restatement Date, prior to giving effect to the Restatement, the principal balance of the Revolving Loans outstanding is $36,000,000. On the terms and subject to the conditions set forth in Section 7.2, each Lender severally agrees to make Loans to Borrowers from time to time during the Revolving Loan Availability Period as set forth herein equal to such Xxxxxx’s Revolving LoanLoan Commitment Percentage of revolving loans (“Revolving Loans”) requested by Borrowers hereunder; provided that after giving effect thereto, the Revolving Loan Outstandings of any Revolving Lender shall not exceed such Xxxxxx’s Pro Rata Share of the Revolving Loan Commitment. Within the foregoing limits, Borrowers may borrow under this Section 2.1(c)(i), may prepay or repay Revolving Loans from time to time and may reborrow Revolving Loans pursuant to this Section 2.1(c)(i). (iB) If Borrowers request that Revolving Lenders make, or permit to remain outstanding, Revolving Loans in an aggregate principal amount in excess of the then existing Revolving Loan Commitments minus the sum of the then existing Letter of Credit Liabilities, the Required Revolving Lenders may, in their sole discretion, elect to cause all Revolving Lenders to make, or permit to remain outstanding, such excess Revolving Loans (such excess Revolving Loans being referred to as “Overadvance Revolving Loans”); provided that such Lenders may not at any exercise time cause all Revolving Lenders to make, or permit to remain outstanding Overadvance Revolving Loans in excess of ten percent (10.0%) of the Revolving Loan Commitment. If Overadvance Revolving Loans are made, or permitted to remain outstanding, pursuant to the preceding sentence, then (a) the “Revolving Loan Commitment” shall be deemed increased by the amount of such option permitted Overadvance Revolving Loans, but only for so long as Required Revolving Lenders allow such Overadvance Revolving Loans to be outstanding, (b) all Revolving Lenders shall not affect the obligation be bound to make, or permit to remain outstanding such Overadvance Revolving Loans based upon their Pro Rata Shares of the Borrowers to repay such Revolving Loan Commitment in accordance with the terms of this Agreement and (iic) in exercising such optionno breach, such Revolving Lender Default or Event of Default shall use reasonable efforts to minimize exist under this Agreement or any increase in of the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation Credit Documents as a result of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)Overadvance Revolving Loans. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit and Guaranty Agreement

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lxxxxx’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Revolving Loan Borrowing, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days (or such shorter time as agreed by Agent in its sole discretion) prior to the date of such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments this Agreement and such other information as determined by Agent in its Permitted Discretion. Without limiting any other rights and remedies of Agent hereunder or under the applicable Class. Any Protective Advance and any Swingline Loan other Financing Documents, the Revolving Loans shall be made in accordance with subject to Agent’s continuing right to withhold reserves from the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans Base or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with Limit pursuant to the terms of this Agreement Agreement, and (ii) in exercising to increase and decrease such option, such Revolving Lender shall use reasonable efforts reserves from time to minimize any increase in the Adjusted LIBOR Rate or increased costs time pursuant to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply). (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision terms of this Agreement, if and to the Borrower Agent shall not be entitled to requestextent that in Agent’s Permitted Discretion, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Datesuch reserves are necessary.

Appears in 1 contract

Samples: Credit, Security and Guaranty Agreement (Rubicon Technologies, Inc.)

Revolving Loans and Borrowings. (ai) Each On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrower from time to time as set forth herein (each a “Revolving Loan”, and collectively, “Revolving Loans”) equal to such Lender’s Revolving Loan (other than a Swingline Loan or a Protective Advance) shall be made as part Commitment Percentage of a Borrowing consisting of Revolving Loans of the same Class and Type made requested by Borrower hereunder; provided that after giving effect thereto, the Revolving Lenders ratably Loan Outstandings shall not exceed the Revolving Loan Limit. Within the foregoing limits, Borrower may borrow under this Section 2.2(a)(i), may prepay or repay Revolving Loans from time to time and may reborrow Revolving Loans pursuant to this Section 2.2(a)(i). (ii) On the terms and subject to the conditions set forth herein, WCMA Lender agrees to make WCMA Loans from time to time as set forth herein in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made such amounts as Borrower may from time to time request in accordance with the procedures set forth terms hereof, up to an aggregate outstanding amount not to exceed the WCMA Loan Commitment. Within the foregoing limits, Borrower may borrow under this Section 2.2(a)(ii), may prepay or repay WCMA Loans from time to time and may reborrow WCMA Loans pursuant to this Section 2.2(a)(ii), the WCMA Agreement and WCMA Program. Borrower may request WCMA Loans by use of WCMA Checks, FTS, Visa® charges, wire transfers, or such other means of access to the WCMA Line of Credit as may be permitted by WCMA Lender from time to time; it being understood that so long as the WCMA Line of Credit shall be in Sections 2.04 and 2.05effect, respectivelyany charge or debit to the WCMA Account which but for the WCMA Line of Credit would under the terms of the WCMA Agreement result in an overdraft, shall be deemed a request by Borrower for a WCMA Loan. (biii) Subject If Borrower requests that Revolving Lenders make, or permit to Section 2.14remain outstanding, each Revolving Borrowing shall be comprised entirely Loans in an aggregate principal amount in excess of ABR Loans or LIBOR Rate Loans as the Borrower then existing Revolving Loan Limit, Administrative Agent may request in accordance herewith. Each Swingline its discretion (unless otherwise determined by Required Revolving Lenders) elect to cause all Revolving Lenders to make, or permit to remain outstanding, such excess Revolving Loans (such excess Revolving Loans being referred to as “Overadvance Revolving Loans”), provided, however, that Revolving Lenders shall not make, or permit to remain outstanding, (a) Revolving Loans in excess of the Revolving Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender Commitment less the sum at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate such time of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise the Swingline Loan Outstandings, (ii) the WCMA Loan Outstandings and (ii) the Letter of Credit Liabilities or (b) Overadvance Revolving Loans in excess of 10% of the Revolving Loan Commitment. If Overadvance Revolving Loans are made, or permitted to remain outstanding, pursuant to the preceding sentence, then (a) clauses (i) and (ii) of the definition of Revolving Loan Limit and clauses (ii) and (iii) of the definition of Swingline Loan Limit, respectively, shall each be deemed increased by the amount of such option permitted Overadvance Revolving Loans, but only for so long as such Overadvance Revolving Loans are outstanding and (b) all Revolving Lenders shall not affect the obligation be bound to make, or permit to remain outstanding such Overadvance Revolving Loans based upon their Pro Rata Shares of the Borrowers to repay such Revolving Loan Commitment in accordance with the terms of this Agreement and (ii) in exercising such option, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply). (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit Agreement (Sport Supply Group, Inc.)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Administrative Agent a Notice of Borrowing with respect to each proposed Revolving Loan Borrowing, such Notice of Borrowing to be delivered no later than noon (Chicago time) two (2) Business Days prior to such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Administrative Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, (A) as provided in Section 2.5(c), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, and (B) to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges of any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Administrative Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Administrative Agent in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and (ii) such other information as may be available to Administrative Agent. Without limiting any other rights and remedies of Administrative Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Administrative Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in exercising such optionAdministrative Agent’s good faith credit judgment and discretion, such Revolving Lender reserves are necessary. Such reserves shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to takeinclude, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply). (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continuewithout limitation, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Datereserves imposed by Administrative Agent as a result of inventory test counts or other inventory audits.

Appears in 1 contract

Samples: Credit and Security Agreement (Derma Sciences, Inc.)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of determined by (A) during a Non-Third Party Agent Retention Period, Agent based on the most recent Borrowing consisting of Loans of Base Certificate (Agent) delivered to Agent or, (B) during a Third Party Agent Retention Period, the same Class and Type made by Third Party Agent based on the Revolving Lenders ratably most recent Borrowing Base Certificate (Third Party Agent) delivered to Third Party Agent, in each case, in accordance with their respective Commitments of the applicable Class. Any Protective Advance this Agreement and any Swingline Loan shall such other information as may be made available to Agent in accordance with this Agreement. Without limiting any other rights and remedies of Agent hereunder or under the procedures set forth in Sections 2.04 and 2.05other Financing Documents, respectively. (b) Subject to Section 2.14, each the Revolving Borrowing Loans shall be comprised entirely of ABR Loans or LIBOR Rate Loans as subject to Agent’s continuing right to withhold from the Borrower Agent may request Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in accordance herewith. Each Swingline Loan Agent’s good faith credit judgment and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and (ii) in exercising such optionreasonable discretion, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)reserves are necessary. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit and Security Agreement (Endologix Inc /De/)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Revolving Loan Borrowing, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and (ii) such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold reserves from the Borrowing Base or Revolving Loan Limit, and to increase and decrease such reserves from time to time, if and to the extent that in exercising such optionAgent’s Permitted Discretion, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply). (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000reserves are necessary; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that that, so long as no Default or Event of Default has occurred and is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower continuing Agent shall not be entitled to request, provide Borrower Representative with two (2) Business Days’ prior written notice of any institution of a new reserve or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Dateincrease of existing reserves by Agent.

Appears in 1 contract

Samples: Credit, Security and Guaranty Agreement (Shimmick Corp)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Revolving Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Revolving Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, to pay principal owing in respect of the Revolving Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and (ii) such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in exercising such optionAgent’s Permitted Discretion, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs reserves are necessary. Immediately prior to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply). (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision effectiveness of this Agreement, the outstanding principal balance of the Revolving Loans (as defined in the Original Credit Agreement) under the Original Credit Agreement is $55,000,000, which amount shall be deemed to have been, and hereby is, converted into Revolving Loans hereunder in like principal amount without constituting a novation and shall be treated for all purposes hereunder as borrowed on the Closing Date. Each Borrower hereby (x) represents, warrants, agrees, covenants and affirms that it has no defense, set off, claim or counterclaim against Agent shall not be entitled and the Revolving Lenders with regard to request, or to elect to convert or continue, any its Obligations in respect of such Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.Loans and

Appears in 1 contract

Samples: Credit, Security and Guaranty Agreement (Wright Medical Group N.V.)

Revolving Loans and Borrowings. (i) On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrowers from time to time as set forth herein (each a “Revolving Loan”, and collectively, “Revolving Loans”) equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrower Representative hereunder, provided that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Within the foregoing limits, each Borrower may borrow under this Section 2.2(a)(i), may prepay or repay Revolving Loans from time to time and may reborrow Revolving Loans pursuant to this Section 2.2(a)(i). (ii) If Borrower Representative requests that Revolving Lenders make, or permit to remain outstanding, Revolving Loans in an aggregate principal amount in excess of the then existing Borrowing Base minus the sum of the then existing Swingline Loan Outstandings and the Letter of Credit Liabilities, Required Revolving Lenders may in their discretion elect to cause all Revolving Lenders to make, or permit to remain outstanding, such excess Revolving Loans (such excess Revolving Loans being referred to as “Overadvance Revolving Loans”), provided, however, that such Lenders may not at any time cause all Revolving Lenders to make, or permit to remain outstanding, (a) Each Revolving Loans in excess of the Revolving Loan Commitment less the sum at such time of (other than a i) the Swingline Loan Outstandings and (ii) the Letter of Credit Liabilities or a Protective Advance) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14Overadvance Revolving Loans in excess of $4,000,000. Absent the consent of all Lenders, each Revolving Borrowing Administrative Agent shall be comprised entirely required to demand the repayment of ABR all Overadvance Revolving Loans at least once every forty-five (45) days. Absent repayment of such Overadvance Loans, no additional Overadvance Loans will be permitted hereunder. If Overadvance Revolving Loans are made, or LIBOR Rate Loans as permitted to remain outstanding, pursuant to the Borrower Agent may request in accordance herewith. Each preceding sentence, then (a) clauses (ii) and (iii) of the definitions of Revolving Loan Limit and Swingline Loan Limit, respectively, shall each be deemed increased by the amount of such permitted Overadvance Revolving Loans, but only for so long as Required Revolving Lenders allow such Overadvance Revolving Loans to be outstanding and each Protective Advance (b) all Revolving Lenders shall be an ABR Loan. Each bound to make, or permit to remain outstanding such Overadvance Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation Loans based upon their Pro Rata Shares of the Borrowers to repay such Revolving Loan Commitment in accordance with the terms of this Agreement and (ii) in exercising such option, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply). (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit Agreement (Loud Technologies Inc)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing to be delivered before 2:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, to pay principal owing and unpaid in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable and unpaid by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document or, without duplication, to pay any amounts owing pursuant to the Affiliated Financing Documents. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and (ii) such other information as may be available to Agent, in exercising each case in its Permitted Discretion. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such optionreserves from time to time, if and to the extent that in Agent’s Permitted Discretion, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)reserves are necessary. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit and Security Agreement (Ellipse Technologies Inc)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make Loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers may prepay or repay Revolving Loans without reduction in the Revolving Loan Commitment from time to time and may reborrow Revolving Loans pursuant to this Section 2.1(a). Borrowers shall deliver to Administrative Agent a Notice of Borrowing with respect to each proposed Revolving Loan Borrowing, such Notice of Borrowing to be delivered no later than noon (Chicago time) two (2) Business Days prior to such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Administrative Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, (A) as provided in Section 2.5(c), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, and (B) to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges of any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Administrative Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Administrative Agent in accordance with their respective Commitments of the applicable Class. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewith. Each Swingline Loan and each Protective Advance shall be an ABR Loan. Each Revolving Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrowers to repay such Revolving Loan in accordance with the terms of this Agreement and (ii) such other information as may be available to Administrative Agent. Without limiting any other rights and remedies of Administrative Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Administrative Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in exercising such optionAdministrative Agent’s good faith credit judgment and discretion, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply)reserves are necessary. (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit and Security Agreement (Barrier Therapeutics Inc)

Revolving Loans and Borrowings. On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (aeach a “Revolving Loan”, and collectively, “Revolving Loans”) Each equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Revolving Loan Borrowing, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, (A) as provided in Section 2.5(c), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, and (B) to pay principal owing in respect of the Loans and interest, fees, expenses and other than a Swingline Loan charges payable by any Credit Party from time to time arising under this Agreement or a Protective Advance) any other Financing Document. The Borrowing Base shall be made as part of a determined by Agent based on the most recent Borrowing consisting of Loans of the same Class and Type made by the Revolving Lenders ratably Base Certificate delivered to Agent in accordance with their respective Commitments this Agreement and such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold reserves from the Borrowing Base as provided in the “Borrowing Base” definition, and to increase and decrease such reserves from time to time, if and to the extent that in Agent’s Permitted Discretion, such reserves are necessary. Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the applicable Class. Any Protective Advance and any Swingline Loan Revolving Loans under the Original Credit Agreement is $35,245,778.35, which amount shall be made deemed to have been, and hereby is, converted into a portion of the outstanding principal amount of the Revolving Loans hereunder in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the Borrower Agent may request in accordance herewithlike amount without constituting a novation. Each Swingline Loan Borrower hereby (x) represents, warrants, agrees, covenants and each Protective Advance shall be an ABR Loan. Each Revolving Lender at reaffirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate Obligations in respect of such Revolving Lender to make such Revolving Loan; provided that Loans and (iy) any exercise of such option shall not affect the reaffirms its obligation of the Borrowers to repay such Revolving Loan Loans in accordance with the terms and provisions of this Agreement and (ii) in exercising such option, such Revolving Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrowers resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this other Financing Documents. Midcap / Transfix / A&R Credit Agreement, the provisions of Section 2.15 shall apply). (c) At the commencement of each Interest Period for any LIBOR Rate Revolving Borrowing, such Revolving Borrowing shall comprise an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Revolving Borrowing when made shall be in a minimum principal amount of $1,000,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Revolving Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten different Interest Periods in effect for LIBOR Rate Revolving Borrowings at any time outstanding. (d) Notwithstanding any other provision of this Agreement, the Borrower Agent shall not be entitled to request, or to elect to convert or continue, any Revolving Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Appears in 1 contract

Samples: Credit Agreement (Transfix Holdings, Inc.)

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